These General Conditions of Sale determine the rules for the compulsory and total acceptance of contractors and for which the sale of a product of SAS LOMBARD-MOUGENOT is subject. The term "product" means any good manufactured and/or sold by SAS LOMBARD-MOUGENOT, which has the quality of seller. The terms “buyer” and “customer” refer to the person placing the order for one or more products.

ARTICLE 1 – SCOPE

These General Terms and Conditions of Sale are applicable, by priority over any General Terms and Conditions of Purchase appearing on the commercial documents of the Customer, to the sales by SAS LOMBARD- MOUGENOT of all products appearing on its catalogues and commercial documents, unless the conclusion, on the initiative of SAS LOMBARD-MOUGENOT, of a specific contract, for products subject to completion or complex services.

The acceptance of these general conditions of sale cannot be conditional, nor subject to reservations or requirements of the customer, any derogation must be subject of a prior written agreement from the SAS LOMBARD-MOUGENOT. It is specified that SAS LOMBARD-MOUGENOT reserves the right to modify, at any time and without notice, the list of products it sells, or to make improvements to the products even after confirmation of the order.

ARTICLE 2 – OFFERS – ORDERS

Prices, specifications, dimensions and information on tarification, catalogues, instructions and other documents are given for information purposes only. SAS LOMBARD-MOUGENOT is bound, to the Buyer, only in so far as it has acknowledged receipt of the order giving its specific agreement on the terms and conditions expressed in it. No order can be cancelled, for any reason whatsoever, from the date of receipt of the order by SAS LOMBARD-MOUGENOT.

In case of discrepancy between the terms of the order sent by the Buyer and those contained in the acknowledgement of receipt sent by SAS LOMBARD-MOUGENOT, only the stipulations of the latter bind SAS LOMBARD-MOUGENOT.

ARTICLE 3 – PRICES

Unless expressly stipulated otherwise, the prices given in the offers, quotation or acknowledgement of receipt from SAS LOMBARD-MOUGENOT are exclusive of tax, for unpackaged material, ex works. If delivery is deferred at the request of the customer, an allowance for storage costs may be applied to the price. These storage costs will represent 2%/month of storage of the total value of the sum contacted. Furthermore, if the unforeseen storage exceeds 7 days following the receipt of the request for a delayed delivery by the customer, SAS LOMBARD-MOUGENOT rejects any responsibility for the possible degradation of the products requested by the customer. In case of unforeseen storage exceeding 365 days, SAS LOMBARD-MOUGENOT reserves the right to cancel the contract and thus becomes the owner of the products previously contracted with the customer.

ARTICLE 4 – DELIVERY OF PRODUCTS

The SAS LOMBARD-MOUGENOT strives to respect the delivery deadlines given during the order confirmation. Any delay may, however, not give rise to order cancellation or penalties. Delivery periods shall begin to run only when the information and documents necessary for the execution of the orders have been sent to the SAS LOMBARD-MOUGENOT. They are suspended by:- any delay by the customer to communicate the necessary details for the execution of the sale- any breach by the customer of its obligations and especially the respect of the scheduled payment deadlines. In the event that the Customer has a credit outstanding, SAS LOMBARD- MOUGENOT is only required to deliver the products ordered by the Customer within the limit of the maximum outstanding amount authorised for the latter. The SAS LOMBARD-MOUGENOT may delay any delivery, without liability to the Customer, until the level of the Customer’s outstanding amount allows for delivery. The products will be delivered according to the INCOTERM determined when the order is confirmed. If no INCOTERM is foreseen, the sales will be made EXW, departure establishment SAS LOMBARD-MOUGENOT, INCOTERM CCI 2000. In accordance with the INCOTERM EXW, the Customer is responsible for the packaging, transport and insurance of the products. The transfer of the risks will take place as soon as the delivery, in application of the chosen INCOTERM or, if no INCOTERM is chosen, from the goods of the premises of the SAS LOMBARD- MOUGENOT. When, after provision, the removal of the products is delayed for a reason beyond the control of the SAS LOMBARD-MOUGENOT, the products are stored and handled at the expense and risk of the customer, excluding any obligation of the depositary.

ARTICLE 5 – RECEPTION OF PRODUCTS

The Customer must check the conformity of the products delivered to his order and in particular the quantity, quality, dimensions and weight, upon receipt, in order to reserve his rights against the carrier, the transport commissionar or the freight forwarder pursuant to article L133-3 of the New Commercial Code, within a period of 3 days. If the transport of the products is placed under the responsibility of the SAS LOMBARD-MOUGENOT, the Customer must make all necessary reservations in this respect to preserve the rights of the SAS LOMBARD- MOUGENOT against the carrier, with a copy to the SAS LOMBARD-MOUGENOT.

If the products do not comply with the specifications indicated in the order acknowledgement or are affected by apparent defects, the Customer must formulate its complaints, in writing, under penalty of forfeiture, within 5 days of delivery at its premises. If the products are affected by a hidden defect, the Customer must formulate its complaints, in writing, under penalty of forfeiture, within 3 days of the revelation of the defect.

It is up to the Customer to provide any proof of anomalies or defects found. He will have to leave to the SAS LOMBARD-MOUGENOT all facilities to proceed to the recognition of these defects and anomalies and to remedy them. The customer cannot refuse to receive the products, even in case of partial delivery or apparent defect.

ARTICLE 6 - RETURN OF PRODUCTS

The return of the products cannot take place without the prior written consent from the SAS LOMBARD- MOUGENOT. All returns must be accompanied by supporting documents allowing the SAS LOMBARD- MOUGENOT to determine the origin and causes of the returns. If necessary, the Customer undertakes to allow SAS LOMBARD-MOUGENOT access to its facilities in order to determine the origin and causes of the returns. The products will be redirected DDP, place of delivery, INCOTERM CCI 2000, the Customer agreeing to pack the products for their return rigorously according to terms guaranteeing safety for transport and handling. All refurbishment costs incurred by SAS LOMBARD-MOUGENOT for the return of the products will be borne by the Customer.

ARTICLE 7 – CONDITIONS OF PAYMENT

Unless otherwise specified, invoices must be paid by direct bill in the bank or transfer to the Institution SAS LOMBARD-MOUGENOT which issued the invoice, at 45 days invoice date. Non-payment of any invoice at the end of this period will allow the SAS LOMBARD-MOUGENOT to request payment of any debt it holds on the Customer, even if it has not expired. Without prejudice to any right or remedy of the seller, any sum not settled under the conditions set out above shall bear interest at the ECB REFI rate plus 10 points, To these late interest will be added recovery penalties where the amount may not be less than €40.

The SAS LOMBARD-MOUGENOT may subject the opening of a customer account to the disclosure of accounting, financial or legal documents and, where applicable, the provision of prior guarantees.

SAS LOMBARD-MOUGENOT reserves the right to subordinate, at any time and even after partial delivery, the performance of the contract, cash settlement or the provision of security, regardless of the terms of payment initially provided and without having to justify its reasons. In the event of default of payment, SAS LOMBARD- MOUGENOT reserves the right to take back the goods in their condition, without prejudice to any compensation, in particular for the compensation for loss of value or recovery.

In the event of failure by the Customer to pay the invoices, the sums due by the litigation will produce an additional compensation equivalent to 20% of their amount.

ARTICLE 8 - RETENTION OF TITLE

Pursuant to the provisions of articles 2367 to 2372 of the Civil Code, the SAS LOMBARD-MOUGENOT will retain full ownership of the products until full payment of the sale price, as well as interest and accessories. The delivery of drafts, cheques or any other form of payment creating an obligation to pay is not equivalent to payment within the meaning of these provisions.

The payment can only be considered effective at the time of collection by the SAS LOMBARD-MOUGENOT. The retention of title may be exercised up to the amount of the outstanding claim on property of the same nature and quality held by or on behalf of the debtor. It may also be exercised in case of incorporation of the product in another property, provided that these goods can be separated without damage. The Customer undertakes to inform SAS LOMBARD-MOUGENOT immediately of any legal liquidation, any seizure or any other measure taken by a third party on the products subject to the reservation of ownership, before full payment. The Customer will inform SAS LOMBARD-MOUGENOT of the exact place of storage of the products. He will take out specific insurance for these products, in order to cover the damages and claims that may be caused to the products and by the products. The Customer agrees to subrogate SAS LOMBARD-MOUGENOT, on request, in its rights vis-à-vis its insurer. The Customer may not pledge the products or give them as a guarantee until full payment. In case of resale of the products before full payment, the resale price is transferred to SAS LOMBARD- MOUGENOT, as a guarantee and SAS LOMBARD-MOUGENOT is authorised to claim the payment directly from the buyer. The SAS LOMBARD- MOUGENOT will be able to claim the products and keep the deposits paid as a penal clause, in the event of judicial redress, liquidation and more generally, cessation of payments. The customer will take all measures to ensure the identification of the products, property of the SAS LOMBARD- MOUGENOT in its premises, before full payment. In the event of the opening of a collective procedure, an inventory of the products that may be claimed under Articles L621-123 and L621-124 of the New Commercial Code will be carried out.

ARTICLE 9 - GUARANTEE

The SAS LOMBARD-MOUGENOT guarantees for a period of 1 year from delivery that the delivered products are free of manufacturing defects, subject to the application of the intended use tolerances. The guarantee applies only if the customer has fulfilled all his obligations and in particular the conditions of payment. All defects, including hidden defects, shall be eligible only for replacement of products without additional compensation of any kind.

The replaced goods will be sent EXW, from SAS LOMBARD-MOUGENOT, INCOTERM CCI 2000. The warranty is excluded in case of normal wear or improper use of the products. This warranty only covers products for the purpose for which they were manufactured and only if they were properly stored, assembled, handled and maintained by the Customer. Under no circumstances will SAS LOMBARD-MOUGENOT be obliged to make good any direct or indirect, material or intangible damage relating to a loss of enjoyment or to a loss of exploitation, production, customers or any loss of income. In no case shall the liability of SAS LOMBARD- MOUGENOT, whatever the cause and notwithstanding the form of the action brought, including in connection with the provision of services or as a result of negligence, shall not exceed the purchase value of the products which have caused or suffered damage.

ARTICLE 10 - RESOLUTORY CLAUSE

Any total or partial non-performance by the Client of any of its obligations, the failure to meet any payment deadline, any breach of the Client’s credit, such as the disclosure of a pledge on its business, may result in the forfeiture of the term by means of a simple registered letter with acknowledgement of receipt which has not been successful within a period of 15 days and, consequently, immediate repayment of amounts still due in any capacity whatsoever, the suspension of all deliveries and the termination of ongoing contracts.

The Client must reimburse SAS LOMBARD-MOUGENOT for the costs incurred in recovering the sums due, without prejudice to any damages that SAS LOMBARD-MOUGENOT may claim.

ARTICLE 11 - FORCE MAJEURE

If, as a result of a case of force majeure, SAS LOMBARD-MOUGENOT is obliged to interrupt the distribution of its Products, the performance of the contract will be suspended for the entire time it is unable to ensure deliveries. If the incapacity of force majeure exceeds a period of three months, the sale may be waived without compensation and on the initiative of either party.

As soon as this impediment of force majeure ceases, the obligations of this contract shall resume for the remaining period and the quantities not supplied. Any event of any kind that is reasonably beyond the control of either party, such as a strike in the means of transport, a strike or a lockout in the industries or businesses of the Products, shall be considered a force majeure event, interruption of means of transport whatever the cause, natural disasters, climate, pandemic, coup d'état, war and any legal or regulatory provisions resulting in significant upheavals affecting the production or distribution of the Products.

ARTICLE 12 - APPLICABLE LAW

For all disputes, whatever the nature, relating to a sale made by SAS LOMBARD-MOUGENOT, the Court of Commerce of Dunkerque is alone competent and will apply the French Law.